An undisclosed intention to accept is not enough. Acceptance must be manifested in the manner permitted by the offer and applicable law. Whether separate notice is needed, and when acceptance takes effect, depends on the circumstances.

The offer controls the manner of acceptance. If the offer specifies that acceptance must be in writing, an oral acceptance is generally not effective. If the offer does not specify, acceptance can be made in any reasonable manner — by words, by a return promise, or in some circumstances by beginning performance.

Under Florida common law, acceptance ordinarily must be unconditional and assent to the offered bargain. A response conditioning assent on changed terms may be a counter-offer. A mere inquiry or suggested change accompanying an unconditional acceptance does not necessarily have that effect.

Performance can be a permitted means of acceptance, but beginning and completing performance are not interchangeable. Some offers invite either a promise or performance. Others, such as a typical reward offer, call for completion of the specified act. Starting that act may protect an opportunity to finish without itself completing acceptance or earning the reward. Notice requirements also depend on the offer and law.

In ongoing business relationships, parties sometimes begin performing under a proposed agreement before formally signing it. Courts may find a contract was formed through conduct even without a signed document, based on the parties' actions and the circumstances.

For contracts involving the sale of goods, Florida's version of UCC Article 2 (Chapter 672) modifies the mirror-image rule. Under section 672.207, a definite and seasonable expression of acceptance operates as an acceptance even if it states additional or different terms, unless the acceptance is expressly conditioned on the offeror's agreement to those terms.

Whether the additional or different terms become part of the contract depends on whether both parties are merchants and whether the terms materially alter the agreement. This "battle of the forms" rule is one of the more complex areas of contract law and frequently arises in commercial supply relationships.

Acceptance of goods under sales law is distinct from acceptance of an offer to form a contract. Receipt, inspection, retention, rejection, and the terms exchanged must be considered; mere delivery does not answer every formation question.

Silence is generally not acceptance. A party cannot impose a contract on another by declaring that no response will be treated as agreement. There are narrow exceptions — for example, where the parties have an established course of dealing in which silence has consistently been treated as acceptance — but these are limited.

A late acceptance — one that arrives after the offer has expired — is generally not effective as an acceptance. It may, however, operate as a counter-offer that the original offeror can accept.

Acceptance questions arise most often in disputes about whether a contract was formed and on what terms. The "battle of the forms" in goods transactions is a particularly common source of litigation, because the parties often proceed to perform without resolving the conflict between their standard forms.

Before relying on a proposed agreement — especially one involving standard purchase orders, acknowledgment forms, or terms and conditions — having an attorney review the exchange can identify whether a binding contract exists and on whose terms.

Stewart Law reviews and drafts contracts for Florida businesses. See the contract review service or contact us to discuss a specific agreement.